The financial statements and supporting schedules included in the Company’s periodic filings filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 10-K for the years ended September 30, 2016 and 2015 are complete and correct in all material respects and present fairly in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates specified (subject to normal year-end audit adjustments in the case of unaudited interim financial statements) and the consolidated results of their operations for the periods specified (subject to normal year-end audit adjustments in the case of unaudited interim financial statements); such financial statements, including the related schedules and notes thereto, were prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) on a consistent basis during the periods involved, except as indicated therein or in the notes thereto. None of the Company nor any of the Subsidiaries has any material liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due) known to the Company, other than: # liabilities disclosed in any report filed by the Company under the Exchange Act including Form 10-K, Forms 10-Q and Forms 8-K filed prior to the date of this Agreement (collectively, the “Exchange Act Reports”), # liabilities which have arisen after the date of the last Exchange Act Report in the ordinary course of business, # liabilities set forth on [Schedule 3.7], and # liabilities which would not have, in aggregate, a Material Adverse Effect.